Common use of Payment of Senior Debt Clause in Contracts

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for the Company of distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the Note; and any such payment or distribution, except securities that are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.06, which would, but for the provisions hereof be payable or deliverable with respect to the Note shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any holder of the Note by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders (or their authorized representatives), that such Senior Debt holder may determine to be necessary or appropriate for the enforcement of this Section 1.06. The Purchaser and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.09, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx sxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.09. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.09, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Notes.

Payment of Senior Debt. In the event of any insolvency or ---------------------- bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling marshaling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.10, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.10. The Each Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.10, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Notes.

Payment of Senior Debt. In the event of any insolvency or ----------------------- bankruptcy proceedings, or any proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for the Company of distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.06, which would, but for the provisions hereof hereof, be payable or deliverable with respect to the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all other action (including the right to vote such Senior Debt holder's ratable share of the NoteNotes), in the name of the holders (or their authorized representatives), that such Senior Debt holder may determine to be necessary or appropriate for the enforcement of this Section 1.06. The Purchaser Thermo and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06.

Payment of Senior Debt. In the event of any insolvency or ---------------------- bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling marshaling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distributiondistribution made on account of the Notes, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.10, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.10. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.10, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Notes.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company Companies or to its their property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of Companies or distribution or marshalling marshaling of its assets or any composition with creditors of the CompanyCompanies, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in on terms of substantially the same tenor as this Section 1.061.09, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx forsue xxx, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders (or their authorized representatives), that such Senior Debt holder may determine to be necessary or appropriate for the enforcement of this Section 1.06. The Purchaser and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06.any

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company Borrower or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of Borrower or distribution or marshalling of its assets or any composition with creditors of the CompanyBorrower, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteLoans; and any such payment or distribution, except securities that which are subordinated subordinated, and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.6, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Loans shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note or any interest in the Loans by becoming a holder its acceptance thereof shall have designated designates and appointed appoints the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the NoteLoans), in the name of the holders of the Note or any interest in the Loans or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.6. The Purchaser Lender and each successor holder of the Note or any interest in the Loans by its or his acceptance thereof agrees to execute, at the request of the CompanyBorrower, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.6, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Loans.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company Borrower or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of Borrower or distribution or marshalling of its assets or any composition with creditors of the CompanyBorrower, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteLoans; and any such payment or distribution, except securities that which are subordinated subordinated, and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.6, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Loans shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note or any interest in the Loans by becoming a holder its acceptance thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the NoteLoans), in the name of the holders of the Note or any interest in the Loans or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.6. The Purchaser Lender and each successor holder of the Note or any interest in the Loans by its or his acceptance thereof agrees to execute, at the request of the CompanyBorrower, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.6, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Loans.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.09, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx sue for, collect and receive such Senior Debt holder's holdex'x ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.09. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.09, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Notes.

Payment of Senior Debt. In The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of this Note, by its acceptance hereof likewise covenants and agrees, that the obligations, liability and indebtedness of the Company evidenced by this Note and the payment of the principal amount hereof and interest thereon shall be subordinate in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment and satisfaction in full of all Senior Debt, and each Holder of this Note will not, without the express prior written consent of the Senior Lender, take or receive, and the Company will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, including, without limitation, any foreclosure under the Security Agreement on the Company's Collateral (as such term is defined in the Security Agreement), any payment on, whether of interest or principal or security for the whole or any part of, the obligations evidenced by this Note; PROVIDED, HOWEVER that so long as no event of any insolvency default under the Senior Debt shall have occurred and then be continuing or bankruptcy proceedingswould occur as a result of, or after giving effect to, such payment, the Company may make, and the Holder of this Note may receive, quarterly payments in arrears of interest accrued under this Note. Except for payments permitted by this Section 3, no payment or distribution of any proceedings kind or character, whether in connection therewithcash, relative property or securities (including, without limitation, proceeds or collateral for the obligations evidenced by this Note), which, but for the subordination provisions contained herein, would otherwise be payable or deliverable to the Company Holder upon or in respect of the obligations evidenced by this Note, shall be paid to its propertythe Holder, orand, except for payments permitted by this Section 3, the Holder shall not receive or accept any such payment or distribution or any benefit therefrom unless and until the Senior Debt shall have been fully paid and satisfied. Without limiting the generality of the foregoing provisions of this Section 3, in the event of any proceedings for the Company of distribution liquidation, termination, revocation or marshalling of its assets or any composition with creditors other winding-up of the Company, whether or not involving insolvency in the event of any receivership, insolvency, reorganization or bankruptcy proceedings, assignment for the benefit of creditors or any proceeding by or against the Company for any relief under any bankruptcy, then reorganization or insolvency law or laws, federal or state, or any law, federal or state, relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension of indebtedness, then, and in any such event event, all Senior Debt shall first be paid in full full, before any payment or distribution is made in respect of this Note, and any payment or distribution of any kind or character, whether in cash, property or securities (including, without limitation, proceeds or other propertycollateral for this Note), which, but for the subordination provisions contained herein, would otherwise be payable or deliverable to the Holder upon or in respect of this Note, shall be made on account of instead by paid over or delivered to the Note; Senior Lender or its representatives if the Senior Debt has not been paid in full and satisfied, and the Holder shall not receive any such payment or distribution, except securities that are subordinated distribution or any benefit therefrom unless and junior in right of payment to until the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.06, which would, but for the provisions hereof be payable or deliverable with respect to the Note shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been fully paid in full, and any holder of the Note by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders (or their authorized representatives), that such Senior Debt holder may determine to be necessary or appropriate for the enforcement of this Section 1.06. The Purchaser and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06satisfied.

Payment of Senior Debt. In the event of any insolvency or ---------------------- bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be indefeasibly paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.10, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been indefeasibly paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx sue for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.10. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.10, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Notes.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.09, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ’s ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.09. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.09, and to take all such other action as such holder or such holder’s representative may request in order to enable such holder to enforce all claims upon or in respect of such holder’s ratable share of the Notes.

Payment of Senior Debt. In the event of any insolvency or ---------------------- bankruptcy proceedings, or any proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for the Company of distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.06, which would, but for the provisions hereof hereof, be payable or deliverable with respect to the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all other action (including the right to vote such Senior Debt holder's ratable share of the NoteNotes), in the name of the holders (or their authorized representatives), that such Senior Debt holder may determine to be necessary or appropriate for the enforcement of this Section 1.06. The Purchaser Thermo and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06.

Payment of Senior Debt. In the event of any insolvency receivership, insolvency, bankruptcy, reorganization, assignment for the benefit of creditors or bankruptcy proceedings, or any other similar proceedings in connection therewith, therewith relative to the Company or to its property, or, in the event of any proceedings for the liquidation, dissolution or other winding up of the Company of or distribution or marshalling marshaling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt (including any interest thereon accruing at the legal rate after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings) shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the Note; and any such payment or distribution, property (except securities that provided for by a plan or reorganization or readjustment which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding and to any securities issued in respect of the Senior Debt under such plan of reorganization on terms of substantially the same tenor as this Section 1.062.02) shall be made on account of any Note; and any such payment or distribution, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to the of any Note shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any . Each holder of the Note any Note, by becoming a holder thereof shall have designated thereof, hereby designates and appointed appoints the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents such holder's agent and attorneysattorney-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions with respect to such Note and agrees at the request of the holders of the Senior Debt to file file, and hereby designates and appoints the holder or holders of Senior Debt (and their duly authorized representatives) as such holder's agent and attorney-in- fact to file, any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holder of any Note or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.062.02. The Purchaser and each successor holder of the any Note by its or his such holder's acceptance thereof agrees to execute, at the request of a holder of the CompanySenior Debt, a separate agreement with any such holder of Senior Debt on the terms set forth in this Section 1.062.02, and to take all such other action in connection therewith as such Senior Debt holder may request in order to enable such holder to enforce its claims upon or in respect of such holder's ratable share of any such payments and distributions on account of such Note.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.10, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.10. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.061.10, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Notes.

Payment of Senior Debt. In the event of any insolvency or ----------------------- bankruptcy proceedings, or any proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for the Company of distribution or marshalling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the Note; and any such payment or distribution, except securities that are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.06, which would, but for the provisions hereof be payable or deliverable with respect to the Note shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any holder of the Note by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as its or his or its agents and attorneys-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holders (or their authorized representatives), that such Senior Debt holder may determine to be necessary or appropriate for the enforcement of this Section 1.06. The Purchaser and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling marshaling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the Note; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.06Section, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any the holder of the Note by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneysattorney-in-fact to demand, xxx for, collect and receive such Senior Debt holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the Note), in the name of the holder of the Note or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.06Section. The Purchaser Investor and each successor holder of the Note by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06Section, and to take all such other action as such holder or such holder's representative may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Note.

Payment of Senior Debt. In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company of or distribution or marshalling marshaling of its assets or any composition with creditors of the Company, whether or not involving insolvency or bankruptcy, then and in any such event all Senior Debt shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of the NoteNotes; and any such payment or distribution, except securities that which are subordinated and junior in right of payment to the payment of all Senior Debt then outstanding in terms of substantially the same tenor as this Section 1.061.09, which would, but for the provisions hereof hereof, be payable or deliverable with in respect to of the Note Notes shall be paid or delivered directly to the holders of Senior Debt (or their duly authorized representatives), in the proportions in which they hold the same, until all Senior Debt shall have been paid in full, and any every holder of the Note Notes by becoming a holder thereof shall have designated and appointed the holder or holders of Senior Debt (and their duly authorized representatives) as his or its agents and attorneys-in-fact to demand, xxx sue for, collect and receive such Senior Debt holder's ratable share of xx all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action (including the right to vote such Senior Debt holder's ratable share of the NoteNotes), in the name of the holders of the Notes or otherwise, as such Senior Debt holders (or their authorized representatives), that such Senior Debt holder ) may determine to be necessary or appropriate for the enforcement of this Section 1.061.09. The Purchaser and each successor holder of the Note Notes by its or his acceptance thereof agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Debt on the terms set forth in this Section 1.06.this